Saga Communications Inc. Announces 2024 Annual Meeting of Shareholders

TL;DR

<b>Saga Communications, Inc. will hold its 2024 Annual Meeting on May 13, 2024, for shareholders to vote on director elections, auditor ratification, and executive compensation.</b>

AI Summary

SAGA COMMUNICATIONS INC (SGA) filed a Proxy Statement (DEF 14A) with the SEC on April 11, 2024. The 2024 Annual Meeting of Shareholders for Saga Communications, Inc. will be held on May 13, 2024, at 10:00 a.m. EDT. Shareholders will vote on electing seven director nominees. The appointment of UHY LLP as the independent registered public accounting firm for 2024 will be ratified. A non-binding advisory vote on executive compensation ('say-on-pay') is scheduled. Shareholders of record as of March 15, 2024, are eligible to vote.

Why It Matters

For investors and stakeholders tracking SAGA COMMUNICATIONS INC, this filing contains several important signals. This filing is a proxy statement, indicating the company is seeking shareholder votes on key corporate governance matters. The meeting agenda includes electing directors and approving executive compensation, which are critical for shareholder oversight and company direction.

Risk Assessment

Risk Level: low — SAGA COMMUNICATIONS INC shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting with no immediate financial or operational disclosures that would suggest high risk.

Analyst Insight

Shareholders should review the proxy materials to make informed voting decisions on director nominees and executive compensation.

Key Numbers

• 7 — Director Nominees (Number of director nominees to be elected)
• 2024 — Fiscal Year (Fiscal year for which UHY LLP is appointed as auditor)

Key Players & Entities

• SAGA COMMUNICATIONS INC (company) — Registrant name
• UHY LLP (company) — Independent registered public accounting firm
• May 13, 2024 (date) — Date of Annual Meeting
• March 15, 2024 (date) — Record date for voting eligibility
• 10:00 a.m. Eastern Daylight Time (time) — Time of Annual Meeting

FAQ

Industry Context

Saga Communications, Inc. operates in the radio broadcasting industry. This filing is a standard proxy statement for its annual shareholder meeting.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

What Investors Should Do

1. Review the list of director nominees and their qualifications.
2. Evaluate the company's executive compensation practices and the 'say-on-pay' proposal.
3. Confirm voting eligibility and cast your vote by the deadline.

Key Dates

• 2024-05-13: Annual Meeting of Shareholders — Shareholders will vote on key corporate matters including director elections and executive compensation.
• 2024-03-15: Record Date — Determines which shareholders are eligible to vote at the Annual Meeting.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a definitive proxy statement typically filed annually to provide shareholders with information for upcoming meetings.

Filing Documents

• tm242781d2_def14a.htm (DEF 14A) — 690KB
• px_24sagaproxy01pg01-bw.jpg (GRAPHIC) — 234KB
• px_24sagaproxy01pg02-bw.jpg (GRAPHIC) — 243KB
• bc_tsr-4c.jpg (GRAPHIC) — 66KB
• bc_netincome-4c.jpg (GRAPHIC) — 63KB
• 0001104659-24-046282.txt (&nbsp;) — 2892KB
• sga-20231231.xsd (EX-101.SCH) — 8KB
• sga-20231231_def.xml (EX-101.DEF) — 6KB
• sga-20231231_lab.xml (EX-101.LAB) — 25KB
• sga-20231231_pre.xml (EX-101.PRE) — 9KB
• tm242781d2_def14a_htm.xml (XML) — 186KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 3 PROPOSAL 1—ELECTION OF DIRECTORS 6 CORPORATE GOVERNANCE 9 FINANCE AND AUDIT COMMITTEE REPORT 15 COMPENSATION OF DIRECTORS 15 CERTAIN BUSINESS RELATIONSHIPS AND TRANSACTIONS WITH DIRECTORS AND MANAGEMENT 18 PROPOSAL 2—TO RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 19 COMPENSATION OVERVIEW 21 COMPENSATION OF EXECUTIVE OFFICERS 28 PROPOSAL 3—ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 39 SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 41 OTHER MATTERS 41 SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR ANNUAL MEETINGS 41 EXPENSE OF SOLICITING PROXIES 41 i TABLE OF CONTENTS SAGA COMMUNICATIONS, INC. 73 Kercheval Avenue Grosse Pointe Farms, Michigan 48236 PROXY STATEMENT Annual Meeting of Shareholders Monday, May 13, 2024 INTRODUCTION This proxy statement is furnished in connection with the solicitation of proxies by Saga Communications, Inc. (the "Company") on behalf of our Board of Directors (the "Board") to be used at the Annual Meeting of Shareholders to be held on Monday, May 13, 2024 (the "Annual Meeting"), and at any adjournment thereof, for the purposes set forth in the accompanying Notice of the Annual Meeting. All shareholders of record of our Class A Common Stock at the close of business on March 15, 2024, will be entitled to vote. The stock transfer books will not be closed. This proxy statement and the accompanying proxy card were first mailed to shareholders on or about April 11, 2024. Shareholders attending the Annual Meeting may vote by ballot. However, since many shareholders may be unable to attend the Annual Meeting, the Board is soliciting proxies so that each shareholder at the close of business on the record date has the opportunity to vote on the proposals to be considered at the Annual Meeting. Please be advised that if we decide to make any changes for the An

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT To our knowledge, the following table sets forth certain information with respect to beneficial ownership of our Class A Common Stock, as of March 15, 2024, for (i) our Chief Executive Officer ("CEO") and our next two most highly compensated executive officers as of December 31, 2023 (collectively, our "named executive officers" or "NEOs"), (ii) each of our directors and nominees, (iii) all of our current directors, nominees, and named executive officers as a group, and (iv) each person who we know from regulatory filings beneficially owns more than 5% of our Class A Common Stock. Unless otherwise indicated, the principal address of each of the shareholders below is c/o Saga Communications, Inc., 73 Kercheval Avenue, Grosse Pointe Farms, Michigan 48236. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission ("SEC") and includes voting or investment power with respect to all shares of Class A Common Stock shown held by them. The number of shares of Class A Common Stock outstanding used in calculating the percentage for each listed person includes shares of Class A Common Stock underlying any options held by such person that are exercisable within sixty (60) calendar days of March 15, 2024, but excludes shares of Class A Common Stock underlying any options held by any other person. Percentage of beneficial ownership is based on the total number of shares of Class A Common Stock outstanding as of March 15, 2024. Name Number of Shares Class A Percent of Class A Clarke R. Brown, Jr 10,357 (1) * Samuel D. Bush 48,157 (1)(2) * Timothy J. Clarke 8,588 (1) * Roy F. Coppedge III 8,351 (1) * Christopher S. Forgy 51,168 (1)(2) * Warren S. Lada 25,902 (1) (4) * Marcia K. Lobaito (3) 20,535 (1)(2)(4) * Wayne Leland 15,977 (1) (2) * Michael W. Schechter 1,162,659 (1)(5) 18.6 % Gary G. Stevens 16,939 (1

View Full Filing

View this DEF 14A filing on SEC EDGAR